FNB CORP.
Post Office Box 1328, Asheboro, North Carolina 27204 (919) 626-8300
February 2, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: FNB Corp.
Registration Statement on Form S-4
Registration No. 333-34575
Ladies and Gentlemen:
Pursuant to Rule 477 of the Regulations of the Securities and Exchange
Commission, FNB Corp., a North Carolina corporation (the "Registrant"), hereby
makes application for the consent of the Commission to the withdrawal of the
Registrant's Registration Statement on Form S-4 (Registration No. 333-34575)
filed with the Commission on November 10, 1997.
The Registration Statement related to common stock of the Registrant proposed to
be issued in connection with the merger of Home Savings Bank of Siler City,
Inc., SSB (the "Savings Bank") with and into the Registrant's wholly owned
banking subsidiary pursuant to the terms of an Agreement and Plan of
Reorganization and Merger dated as of June 3, 1997 (the "Merger Agreement"). The
Savings Bank has terminated the Merger Agreement and the proposed merger as
described in the Registration Statement will not occur. Accordingly, the
Registrant respectfully requests that the Registration Statement be withdrawn.
If you have any questions or need any additional information, please call Doris
R. Bray or Dan T. Barker, Jr. of the Registrant's corporate counsel, Schell Bray
Aycock Abel & Livingston P.L.L.C. at 336/370-8800.
Sincerely yours,
FNB CORP.
/s/Michael C. Miller
Michael C. Miller
President and Chief
Executive Officer
MCM/sb
